Code Lyoko: The Artemis Saga
by RealityEngineer
Summary: A boy and his friends finds a peculiar factory with a peculiar computer and a very peculiar mystery...   Rated M for Mild Violence, Vulgar Language, and possible Strong Suggestive Themes later on. All original characters.
1. Introduction: Part One

_DISCLAIMER: I do not own Code Lyoko, Lyoko, or XANA. Some of the plots herein will be very similar to those portrayed in Code: Lyoko by Moonscoop._

_Author's Note: This is aimed to be an episodic story, one new chapter written every week. However, within this first week, I will be publishing 4 chapters. Two are Introduction Chapters, and the second official chapter is a special Halloween release. But after that, starting on November 7th, the story will be updated weekly. This story, that is, the chapters/episodes within this story, are part of one story arc. When a new story arc starts, it will claim its own space as a new story. If you like the story, leave reviews and comments. I love to hear positive feedback and suggestions are always welcome. My characters are based off of people I know, and I leave out their descriptions both out of apathy and a sort of creative freedom. You all know people that are similar to those portrayed in the story - think of them as you want them to be._

_Without further ado, I bring you_

**CODE: LYOKO  
>THE ARTEMIS SAGA <strong>

**Introductions  
>Part One <strong>

Tyler swore as he stumbled, kicking the pebble he'd tripped over out of frustration. The warehouse loomed largely before him. He'd mustered up enough courage to finally come out here and see what was inside. He walked up to the door - the most obvious method of entry - and yanked on the knob, which promptly fell off.

"Damn... Let's see." He looked around and found a fire escape above a dumpster full of precariously twisted and rusted metal. He shuddered, walking over and looking up at the metal ladder. He squinted, climbing onto the lip of the dumpster, balancing himself as best he could, looking up at the ladder. He closed his eyes. "One... two... three!" He jumped and grabbed at the ladder, his hand finding purchase and leaving him dangling above the metal. "Oh God..." He groaned and heaved his other arm up, pulling himself onto the fire escape, breathing heavily and sweating. He pulled out his flashlight and looked through the dusty window. He swallowed hard. Well, it was already breaking and entering. Might as well make good on the breaking.

He brought his elbow against the window hard, shattering the glass fully and totally so he could step inside without much hassle. He looked around. The place was a large factory, some kind of defunct manufacturing plant. Tyler went over to a small station that overlooked the assembly line and entered, looking around. There were several dusty file folders labeled lots of weird names - possibly simply products they were producing - as well as a key ring. He smiled and picked it up. It could be useful later on.

He walked back out, his flashlight was the only light aside from very sparse moonlight filtering in through the broken windows. He walked along the catwalk, trying not to hurt himself and found a staircase that descended to the ground floor. He looked around and began to poke around in the rooms. Most of them contained cubicles or old computer terminals that looked ancient. At one point he found a door with an automatic keypad. He frowned and brushed the dust off of it to see that the green dashes were still there.

"What is this…?" he muttered softly, pressing the keypad. It was a flat surface touch screen - it looked far more advanced than the rest of the ancient computers in the facility. He tried 0-0-0-0. The keypad buzzed. He then tried 1-2-3-4. Once again, the keypad buzzed incorrectly. He sighed and stamped his foot, the key ring falling from his pocket. He went to pick it up when he noticed a small tag on the ring with four numbers written on it. "1969". He paused before trying it on the keypad. There was a short pause before it made a chime, door opening to reveal an elevator.

He looked around before stepping inside the dimly lit elevator. The fluorescent lights overhead flickered lightly as another large strip of touch-screen buttons appeared, ranging from Floor 3 to Floor B20. He frowned.

"Let's start from the ground up," he said quietly to himself, hitting the B20 button. The elevator doors closed and rumbled as it slowly began to drop. The display read each basement floor as he passed them quickly. Finally, it rested at B20 and the elevator stopped for a moment before the doors opened. He was immediately blasted with cool air and shivered in the dark before the lights slowly lit up. There were white and silver parkas on hooks along the wall, as well as incredibly old computer terminals set up along the walls, and finally a large metal door at the far end. He walked inside and the elevator door closed behind him. He looked along the wall at the parkas and the names on the hooks they were hanging on. He grabbed one at random and went over to a computer terminal.

It lit up, green letters on a black screen. It read, "LYOKO HOUSING COOLING SYSTEMS; PLEASE TYPE IN YOUR LOGIN INFORMATION". He paused, then decided not to try and guess and walked over to the door on the far side of the wall. He grabbed the large latch and pulled down, the sound of something inside snapping quietly, the door unlocking and opening, immediately making him even colder. He shivered as he entered the large, ice-filled chamber.

Huge vents were blasting a large gold and black obelisk with freezing cold air. Tubes with blue coolant liquid wrapped around the object and twisted in and out of it. On the very forefront of the thing was a small panel with a peculiar symbol on it. A bull's-eye, one dot inside two outer circles, with one line coming straight up off the top, and three lines coming off the bottom, away from the inner circle. He touched the symbol and it opened, a large switch inside labeled "POWER". It was set to off. He frowned and ran his hand over the metal. It was surprisingly warm for the room. It made sense that it had to be super-cooled now.

He took the switch in his hand, took a deep breath, and pulled. The machine whirred to life, the golden parts arcing electricity, and he jumped back as the panel snapped shut. The whole warehouse rumbled to life as the huge computer began to turn on. He quickly turned and ran to the door, yanking it open, once again breaking the ice that surrounded the latch, and shut it behind him. He hung the parka on its hook and ran into the elevator, taking deep breaths as his heart beat fast.

"It's fine, Tyler. It's fine," he told himself aloud. "It's fine." He took another breath to compose himself and hit the B19 button. The elevator went up a bit before opening into a dark room full of cables and wires – it appeared to be a maintenance room of sorts. Florescent lights flickered to life and he found a ton more wires. "Too complicated. Next floor." He hit B18 and the elevator went up again, stopping and opening into a room with five, cylinders, gunmetal gray in appearance and made of some sort of steel.

"Now this is weird," he noted happily, entering the room as the elevator door shut behind him. He went up to one to find it had a small touch panel on it as well. The only button that was apparent was "OPEN/CLOSE". He touched it and a wall slid out from the cylinder. Inside were rows of lights in large circles that led all the way up to the top. "That's interesting." He hit CLOSE and the wall closed again.

That was when he heard it. A soft, almost inaudible voice.

"_Hello? __Is __someone __there?_" He froze. Was he caught? No. No, he couldn't have been caught. No one had entered. He was the only one that had used the elevator. He would've heard if someone else had come in. But… then, that would mean…

"_Please? __Someone?_" He swallowed hard and looked around, finding a shaft that led up to the next floor. He went over, taking the cold ladder rungs in his hands as he climbed, moving the metal trapdoor at the top and looking around. His jaw dropped.

It was a large, open room with a huge hologram projector in the center. The projector showed what appeared to be four island chains around a central sphere. Around the center hologram, essentially orbiting the center, was a seat with a monitor and keyboard on a beam so that it could swivel around the projection. There was a large glass window on one side of the wall, presumably so that someone could view the person inside the room he was in. There were large monitors along the walls, showing figures and numbers and charts. One showed a map of one of the island chains from the projection.

As he stepped into the room, he heard the voice again. "_Hello?_" Except, this time, he could pinpoint it. Or, rather, he couldn't. It was all around him. Speakers in the walls.

"Hello?" he called back. "Who are you?"

"_Who __are __YOU?_" the female voice asked.

"I asked first," he retorted, hoping it would work. She paused.

"_Oh, __fine._" One of the monitors changed to a view of a girl with short black hair, deep blue eyes, and light blue markings along her face, curling into intricate tattoos. "_My __name __is __Artemis._"

"Artemis? Weird name for a girl."

"_Goddess __of __war._" He shrugged. "_And y__ou?_"

"Tyler."

"_Weird __name __for __a __guy._" He grinned. She was witty.

"Maybe. So where are you?"

"_Right __here,_" she said, waving from the computer screen.

"But that's a picture of a computer program."

"_Yeah? __And? T__hat__'__s __me._" He focused on her picture. She was able to keep the 3D image synced up to her words, and immediate responses. So either she had the picture programmed to say every single word in the English language, or…

"You're a computer program."

"_That__'__s __right_."

"Well then where am I?"

"_Lyoko __Control __Center_."

"Lyoko… I read that name downstairs. It was on the 'Lyoko Housing Coolant Control Terminal', I think."

"_And?_"

"What is Lyoko?"

"_You __don__'__t __know?_" He paused. "_What __are __you __doing __here?_"

"I don't know. I found this place."

"_Where __is __everyone __else?_"

"Everyone else?"

"_They __said __they__'__d __be __here __when __they __woke __me. __The __researchers __and __everyone. __There __was __a __complication __and __they __had __to __shut__down __Lyoko._"

"What day?"

"_April __24__th__, __1969._" He paused. "_That__'__s __wrong, __isn__'__t __it?_"

"It's… It's 2011." Now it was her turn to pause.

"_N-no. __No, __that__'__s __not __possible. __They __were __coming __back __for __me. __They __were __going __to __come __back __and __they __were __going __to-_"

"Hey, hey, Artemis. Calm down. I'm here now."

"_But __you __can__'__t __devirtualize __me._"

"…devirtu-what?"

"_I__'__m __on __Lyoko. __Lyoko __is __a __virtual __world __on __which __we __were __able __to __do __tests __in __virtual __reality __and __turning __physical __matter __into __virtual __matter. __The __process __is __actually __really __simple, __all __we __had __to __do __is __take __a __virtual __copy __of __a __person__'__s __atomic __structure__ – __kind __of __like __a __picture__ – __and __then __we __rebuild __it __in __Lyoko. __Then, __we __recopy __their __mental __structure __from __Lyoko __and __rebuild __it __outside __back __into __the __scanners, __so __that __they __can __remember __everything __that __went __on __while __inside._"

"Are you saying that you can put physical matter into Lyoko?"

"_That__'__s __right. __And __I __was __programmed __to __guard __Lyoko._"

"Guard it? From what?"

"_I__… __can__'__t __remember. __That __part __of __my __memory __is __a __blank. __Something __bad, __I__'__m __sure._"

"This computer," Tyler said, sitting down in the chair as the monitor blinked to life. "This is the Lyoko Control Center, you said?"

"_That__'__s __right._"

"So, from this computer, I can virtualize people into Lyoko?"

"_Well, __hypothetically, __yes, __but __I__'__m __not __sure-_"

"I want to go in."

"_Are __you __sure?_"

"Positive. I want to learn how this computer ticks and how to run it."

"_Alright. __If __you __insist. __There __should __be __a __manual __laying __around __somewhere._" He nodded and looked around, finding what appeared to be an overly thick textbook on the ground.

"You don't honestly mean this," he groaned, looking to find it was over a thousand pages long.

"_I __do._"

"Then I'll have to look it over at home and when I come back tomorrow I'll try some stuff out."

"_You__'__re __coming __back?_"

"Well yeah. Of course I am. I wasn't going to leave you Artemis."

"_Thank __you__…_"

"Is there any way I can contact you from home?"

"_I __think __I __should __be __able __to __gain __access __to __a __nearby __phone __tower __by __activating __a __tower __on __Lyoko._"

"A tower?"

"_Physical __manifestations __of __the __processors __inside __the __supercomputer. __I __can __activate __them __on __my __own __and __use __them __for __anything __the __supercomputer __has __the __capability __of __doing._"

"And you think you can hack a phone tower?"

"_I __do._"

"Alright. Then I'll give you my number and I'll be on my way."

"_Alright_."

* * *

><p>"ANALYSIS OF A 200 TERRABYTE SUPERCOMPUTER; PHYSICAL AND DIGITAL WORKINGS" was the name of the textbook.<p>

"God, even the NAME is long…" he groaned. He thumbed through to the first page and read aloud. "'Running the supercomputer is now so easy, a mathematician can do it! This book will tell you how. The first section will detail the physical workings of the supercomputer, and the second section will explain how to program it'. Damn. This is going to be hell." Suddenly, his phone buzzed. "Hello?"

"_Tyler, __it__'__s __Artemis._"

"Artemis? What is it? You sound panicked."

"_I __need __you __to __come __back __to __the __factory __right __away._"

"But it's 4 in the morning. I just got into bed."

"_Please!_" He paused.

"Alright. I'll be there as soon as I can." He hung up the phone, grabbing his keys and dashing downstairs. His parents would be asleep, so he didn't need to worry about them. He silently slipped out the door and got into his car, shutting the door as lightly as he could and putting the car into neutral so he could roll out of his driveway before starting the car up, so his parents wouldn't hear it. Then, he set a course for the factory.

"What? What is it?" he demanded as he walked into the control center.

"_I remember now. The threat I was here to guard against. It's XANA._"

"XANA?"

"_I __remember __now__ – __what __I __have __to __protect __Lyoko __from. __It__'__s __an __artificial __intelligence __like __me, __called __XANA.__He __was __originally __the __overseer __of __Lyoko, __but __he __got __power-hungry __and __began __to __use __Lyoko __for __his __own __malicious __intents. __They __made __me __with __more... __limitations._" He nodded.

"So what do we do?"

"_I __think __we __need __to __shut __down __the __supercomputer._"

"What? No way."

"_We __don__'__t __have __any __way __of __fighting __him!_"

"Like hell we don't. You said he took over a tower?"

"_Yes._"

"Can't you do that?"

"_Well, __yes, __but-_"

"Couldn't you override his tower?"

"…_hypothetically, __I __suppose._"

"You get to his tower and I'll see if I can do anything from here."

"_Okay. __I __think __I __can __do t__hat._"

"Keep in touch." She disappeared off the screen and he opened the textbook, flipping to the back of the book. "'On Towers'. That's what I need. 'A tower is a manifestation of processing power inside the supercomputer and can be accessed by anyone inside the Virtual Bubble.' Virtual Bubble…? 'Anyone inside can access the tower and must input a password. Passwords are broken down into clearance level and commands. Upon activating a tower, you can expend that processing power in any way you choose. To view tower passwords, type /tower_password_list.' Alright… tower… password… list. There!" A table of passwords opened up, showing them by name, clearance, and function.

"Okay, let's see. Looks like red is lowest clearance, and black is highest. How do I make a new tower password…? 'To create a password, type /tower_password_create and then type the name and clearance, separated by a dash.' Alright. Tower… password… create. Alright, let's see… Hmm. How about just 'Lyoko'. Ah! It worked! Black clearance… Password? I need a password? Damnit… Artemis?" No response. He picked up the small headset and put it on. "Artemis, are you there? I need you." There was a long, drawn out pause and he was about to call for her again when she responded.

"_Yes, __Tyler, __I__'__m __here._"

"Good. I'm trying to create a password, but I don't have the clearance. Got anyone's login information? The highest you've got."

"_Black __clearance l__ogin? __I __can __make __you __one._"

"Yeah, do that. Just make my name Tyler and my password something stupid like Password."

"_It __will __be __done __in __just __a __few __moments__… __there. __Done._" He typed it in and the password went through.

"'Now please type what function you would like.' Shit… Uh. 'Deactivate'? Damnit! Book, book…" He flipped through the book. "'Deactivating a tower… deactivating a tower…. Um. This? '/function=?tower-activation=1'_._ Perfect! Alright, Artemis, when you get to the tower, just type LYOKO. It should work just fine."

"_You __sure?_"

"No, I have no idea. But I hope so."

"_Alright_… _I__'__m __almost __there_."

"Hurry." Tyler bit his finger as he watched the screen, then went back to the book. "'The Virtual World can be viewed from the control terminal by finding the "Virtual World Viewer".' Well that's original. Let's see." He searched around on the screen until he found "LYOKO VIEWER" and double clicked it. On one of the large terminal screens, a diagram of four different sections came up. A small blinking blue dot appeared in one of the sections, so he clicked it. It zoomed into a chain of grassy islands where Artemis was sprinting through, jumping over logs, under brush, and across islands.

"I can see you on the computer screen," Tyler told her. "And I think the tower isn't too far to your north, correct?"

"_Yes, __that__'__s r__ight._" He looked and saw a big, tan tower with black roots dug into the ground. She ran up to it and opened her arms as the roots absorbed her in a flash.

"What was that?"

"_I__'__m __inside __the __tower. __See?_" She appeared back on her screen and waved.

"Alright. So try the code 'LYOKO'."

"_Trying __it __now. __It __looks __like __the __tower__'__s d__eactivated! __But__…_"

"But?"

"_There__'__s __a __huge __flux __of __energy __with __nowhere __to __go. __It __appears __to __be __searching __for __a __program __it __can __run __to __offset __the __energy. __That__'__s__… __interesting._"

"Oh no. What's interesting?"

"_It__'__s __accessing __an __old __file. __I __don__'__t __know __what __it __does. __But __you__'__d __better __give __it __permission __or __the __energy __will __burn __up __this __tower. __Just __hit __enter._"

"Alright. Uh, enter." He hit the button and suddenly there was a bright light from the center holographic display. It washed over Tyler and he gasped, suddenly feeling light and airy.

And then he was awake. He jolted up straight in bed.

"What…? What the…?" He fell back against the bed. "Ughh. What a weird dream…" He rolled over in bed to see that it was already 7 o'clock in the morning. "Damn! I have to get ready for school!" He jumped up, grabbing a set of clothes and yanking them on, running downstairs to find the toast his mother had left out for his breakfast, stuffing it in his mouth and getting into his car.

* * *

><p>"And it was totally weird. There was this chick named Artemis and this whole virtual world called Lyoko," Tyler explained and his friends rolled their eyes.<p>

"That's really weird," his girlfriend Star commented.

"Yeah, well Tyler's really weird," Stephen grinned.

"Hey, shut up!" Tyler smiled back. "Nonetheless, I plan on checking out that factory tonight. Anyone else want to come with me?"

"I'll go," his friend Jessie volunteered.

"I can't, I have color guard," Star replied.

"And I have to go to the football game," Stephen said.

"Eh, what the hell," his friend Dylan said. "I'll come."

"Alright, the three of us are going back to the factory," Tyler grinned.

"Quiet down!" their teacher barked. "We're in a library!" The five ducked their heads quietly, pretending to read again.

* * *

><p>"And here we are," Tyler said, putting his car into park outside the factory. "Kinda intimidating." It was almost sundown and the last orange rays caught off of broken glass and metal.<p>

"It is really creepy," Jessie muttered.

"C'mon," Tyler said, leading them up to the dumpster. "Dylan, give me a boost."

"What? That's dangerous metal!"

"Just trust me." Dylan gulped and nodded, boosting him up to the fire escape. He broke the window again, sneaking in and finding the room with the keys. "And here they are. Weird... Just like the dream." He descended down the stairs to ground level, unlocking the front door and calling for Jessie and Dylan. They ran over to him.

"How'd you get in?" Jessie asked and Tyler held up the key ring. "Where did you get that?"

"I'd found it here, the first time I explored this place. I just remembered where they were."

"Are you trying to say-"

"I don't know. Just follow me. We'll see." They walked the same path that Tyler had in his dream. He went up to the large wall, brushing the dust off of it and pressing his hand to the wall. Nothing. He pressed harder. Still nothing. After a minute, he sighed.

"I guess I was wrong after all…" He sighed and leaned against it. Suddenly, the hum began and he jumped back, looking to see the keypad lit up. "Look! Look, it's the touch screen!" He typed "1-9-6-9" and the keypad beeped, opening up into the freight elevator. "So I WASN'T dreaming! C'mon, c'mon. Get in." He ushered them in and hit the B17 button. The elevator rumbled to a start, slowly descending the floors until finally it opened up into the dark control room.

"What the hell…? It's all dark," Tyler noted, turning on his flashlight. "It wasn't dark before." He frowned. "Let's go back down." He hit B20 and the elevator dropped again, into the Housing Room. Dylan and Jessie both jumped at how cold it was, but Tyler simply grabbed a parka and threw it on, tossing one to Dylan and Jessie as well. "C'mon, in here." He yanked open the door and walked inside, moving up to the supercomputer. "Oh, that makes sense… I never turned it on."

"T-turned what on?" Jessie asked with a shiver.

"The supercomputer. Here, let me do that now." He touched the symbol and the panel opened, revealing the large switch, which he yanked down. The supercomputer whirred, once again, to a start. "Alright, now let's head up and see what Artemis is doing. Or if she even remembers me." The two nodded and they headed back to the elevator, keeping the parkas. When they arrived in the Lyoko Control Center, Artemis was on one of the monitors.

"_Tyler! __You__'__re __back. __I__'__m __sorry __I __couldn__'__t __contact __you, __the __supercomputer __was __off. __I __figured __out __what __the __program __was._"

"Some kind of teleportation?" Tyler asked, sitting in the seat, the seat rotating around the holographic projection.

"What… the hell…?" Dylan gasped.

"What is this?" Jessie asked.

"Long story. So, Artemis, the program?"

"_It__'__s __labeled __'__Return __to __the __Past__'__. __It__'__s __an __experimental __program __that __returns __you __to __a __prevous __time __period, __but __it __appeared __to __be __broken. __It __teleported __you __back __to __where __you __should__'__ve __been __and __skipped __over __the __period __it __should__'__ve __rewound._"

"I'm confused, say that again?"

"_Basically __you __skipped __the __time __when __you __were __here __before __and __woke __up __this __morning._"

"Tyler, when did you learn all this techno-jargon?" Dylan asked. "Last I remember you weren't all that great with computers."

"I got better. Especially thanks to this manual." He slapped the manual down onto his lap. "And, as a matter of fact, you two get to be my test subjects for the virtualization process!" He grinned.

"Oh god. What does that mean?" Jessie asked.

"_It __means __you__'__ll __be __coming __here, t__o L__yoko._"

"Lyoko?"

"Artemis, you fill them in while I try to figure out the virtualization procedure."

"_Very __well. __If __you__ could __take __the __elevator __down __one __floor __I __can __explain __it __to __you __two __without __disturbing __Tyler._" The two nodded, getting into the elevator and going down as Tyler began to read quickly.

"_Alright, __guys,_" Tyler said over the intercom, "_I __think __I __can __virtualize __you __now_."

"You THINK?" Jessie demanded.

"_Well, __I__'__m __supposed __to __have __designed __what __each __of __you __look __like __on __Lyoko, __but __I __figure __I __can __just __work __with __the __information __from __your __scans. __So __each __of __you __step __into __an __open s__canner._" Two of the large steel cylinders opened up and the lights inside came on. The two stepped into open scanners.

"_Alright, __here __we __go. __Transfer, __Dylan. __Transfer, __Jessie. __Scanning, __Dylan. __Scanning, J__essie. __It__'__ll __only __be __a __few __seconds __before __your __scans __are __ready __to __be __virtualized. __You __two __ready?_"

"Yeah," Dylan said.

"Ready!" Jessie replied. They heard Tyler take in a sharp breath of anticipation.

"_Virtualization._"

_**TO BE CONTINUED...**_


	2. Introduction: Part Two

_Author's Note: Sorry that the last chapter was so long. I thought about breaking it into three parts, but it seemed that I should keep that first bit unbroken, so as to not confuse anyone or break continuity. So enjoy Part Two as well._

**Introductions  
>Part Two <strong>

Jessie gasped as she awoke, panting and looking around. She was in some sort of forest area. Dylan was lying on the ground next to her.

"Dylan? Dylan, wake up," she shook him. He groaned and his eyes slowly opened.

"Huh…? Where are we…?"

"_You__'__re __in __Lyoko,_" Tyler replied. "_At __least, __it __looks __like __it. __Both __of __your __bodies __have __gone __from __the __scanners __and __rematerialized __inside __the __virtual __world. __Isn__'__t __that __awesome? ...__What? __Oh, __Artemis __said __she__'__s __on __her __way._"

"Alright," Jessie said, getting to her feet. "Dylan!" He looked up and gasped as his body began to darken.

"Oh god! Tyler, what's happening?"

"_What-? __Oh, __oh __God, __I __have __no __idea. __I__'__ll __try __to __stop __it. __Uh, __it __appears __it__'__s __some __sort __of __pattern __from __your __mind __that__'__s __emerging __and manifesting onto __your __physical __version __on __Lyoko. __Um. __Let__'__s __see__…_"

"Too late," Dylan said, admiring his new form. "It's done."

"_Is __it? __Is __it __bad?_"

"No, actually. It's really cool."

"_Let __me __see __if __I __can __get __a __visual__… __Oh, __holy __cow. __That __is __really __cool._" Dylan was now clad in a shining, almost plastic-looking white suit with a blue faceplate. On his back was a rifle, skinned the same as his armor. His chest had a blue symbol like the one on the supercomputer - apparently the recurring symbol of Lyoko.

"It's happening to me!" Jessie cried as her body began to glow.

"_You__'__ll __be __fine. __It__'__s __just __your __image __changing. I__t __should __be __stable. __Dylan, __is __Artemis __almost __there?_"

"Looks like she's pretty close," Dylan said. "Only about a minute away."

"Whoa!" Dylan turned back to see Jessie in a black cat suit – complete with ears and a tail. On her chest was an X and a 3, tilted to the right 90 degrees to form a "cat face". "This is nice! Wait, you get guns, what do I get?"

"_Jessie __it __looks __like __your __only __weapon __are __your __nails,_" Tyler noted.

"That's fine. They're sharp." She smiled at her razor-sharp nails as Artemis came up.

"Look at you two!" Artemis grinned.

"And look at you," Jessie noted. "Are you an elf?" She nodded.

"You're a cat, and you're… a soldier?"

"Something like that," Dylan said.

"_Alright, __so __you t__wo __are __in __Lyoko __now. __Awesome. __Let__'__s __see __if __I __can __get __you __out._"

"Out? But we just got here! And we didn't get to test our weapons yet," Jessie pouted.

"_Well __what __are __you __supposed __to __test __them __on?_"

"I have an idea," Artemis smiled.

* * *

><p>"<em>Alright, <em>_you __two. __You __have __100 __Life __Points __each. __That__'__s __like your __health in Lyoko. __When __that __hits __0, __it __should __dematerialize __you._"

"Should?"

"_Yeah, __should. __You __two __insisted __on d__oing __it __this __way, despite it not having been tested. __You __each __have __weapons __and, __I __think, __an __ability. __I__'__ll __look __into __it __and __I__'__ll __tell __you __both __at __the __same __time, __so __neither __of __you __gets __an unfair __advantage. __Ready?_"

"Ready."

"Ready!"

"_One. __Two. __Three. __Go!_" Jessie and Dylan stared each other down from across the large grass platform. Dylan's hand itched over his pistol and Jessie crouched into an animal stance, baring her teeth.

"Bring it on!" Dylan yelled. Jessie growled and started into a run on all fours, like a cat. Dylan pulled out his pistol, firing off a few rounds that Jessie easily dodged. She pounced and Dylan ducked, kicking her in the chest as she flew off of him, tumbling to the ground, clutching her chest and gasping as it crackled with electricity.

"_Jessie__'__s__ down __10 __Life __Points_," Tyler commented.

"That hurt!" Jessie cried.

"No pain, no gain," Dylan grinned.

"I'll show you pain!" She lunged and clawed at his chest, making him cry out as he pushed her to the ground, his gash crackling now as well.

"Ah, damnit!"

"_Dylan, __you__'__re __down __10 __as __well. __It__'__s __90 __to __90. __Also, __I __think __I __almost __have __both __of __your __powers._"

"Good! Hurry up!" Jessie said as Dylan pulled out his automatic rifle, beginning to spray the laser bullets in Jessie's direction as she dodged, gasping and running at him. He gritted his teeth as he continued to pepper the ground with bullets. As she pounced, he pointed the muzzle at her chest and unloaded a clip, causing her to cry out as each bullet held her in the air before throwing her back. She gasped and clawed the ground in pain.

"_That __was __30 __Life __Points. __You__'__re __at __60 n__ow. __Also, __I __figured __out __your __powers. __Jessie, y__ours __is __Super-Scream__ – __it __stuns __the __enemy. __Dylan, __yours __is __Burst __Flash __and __it __does __pretty __much __the __same __thing, but on their sight, not hearing. __They__'__re __activated __by s__aying their names__._"

At the moment they heard that, both of them activated their powers at once.

"SUPER SCREAM!" Jessie screamed, shockwaves ripping from her mouth as the sound of her scream was hyper-accelerated.

"BURST FLASH!" Dylan yelled, his body beginning to glow and then pulsing outward with a white light. Jessie flew back and covered her eyes as Dylan covered his ears, falling to the ground.

"Agh…!" Dylan groaned.

"Damnit!" Jessie whimpered. Tyler sighed.

"_Well __that__'__s __effective. __Each __of __them __have __a __three __minute __cooldown __before __you __can __use __them __again. __It __looks __like __each __of __you __are __out __a __sense. __Dylan __a __sense __of __hearing, __and __Jessie __your __sense __of __sight._"

"Fine, let's do this," Dylan said, hoisting his rifle up to bear. Jessie was nowhere to be found, however. He looked around slowly, scanning the area. "Where are you?" he yelled, his own voice muffled to his ears. Then, she pounced. She jumped from a tree behind him, claws digging into his back and teeth biting into his neck. He cried out and threw her off, firing his pistol as she scurried off behind the trees, presumably climbing up them.

"_70 __to __60,_" Tyler commented. Dylan gritted his teeth, looking all around up in the canopies of the trees, searching for Jessie. Suddenly, she tackled him from the ground and he swore as her claws dug into his sides once again. He fired his pistol round a few times, clipping her in the shoulder and throwing her off of him. He kept firing, but only one more shot connected before she snuck off again.

"_50 __to __50. __You__'__re __tied._" Dylan frowned. This was getting out of hand. He stepped back into the middle of the island where the trees were a bit farther away. He looked around feeling his sense of hearing returning and smiling. He kept looking around, pretending he couldn't hear.

Suddenly, he heard a rustle from the tree behind him. He grinned and waited until the rustle was silent, then he rolled forward, turning around to find Jessie lunging through the air, slamming into the ground as Dylan unloaded another clip into her. She screamed, her body crackling with electricity as each shot connected with her body. The rifle rattled away in Dylan's hand as he continued firing and finally he had expended his clip. He reached to his hip for another one but it was too late, as Jessie lunged and bit hard into his neck, slashing his chest.

"AGH!" The pain was searing and he felt himself breathing heavily as his vision began to blur. He kicked her off, feeling the pain almost overbearing.

"_10 __to __10. __One __more __good __hit __and __it__'__s __over._" The two stared each other down before Jessie lunged and Dylan fired two shots. Both shots hit her chest and her eyes widened as she sank her teeth into his neck. Both began to feel a tingling and their vision blacked out, leaving them gasping as they exited the scanners back in the real world.

"Holy cow," Jessie groaned.

"That stuff HURTS," Dylan complained, rubbing his neck. "And you kept biting me!"

"Well, yeah, it did, like, 20 points of damage," she grinned.

"_If __you __two __are __done, __I __want __you __up __in __the __control __room __again, __please._" They headed up the ladder and into the control center.

"That was awesome," Tyler grinned. "You two are really learning to use your weapons and powers." He paused and frowned. "And you'll need to."

"Why?"

"There's another thing inside Lyoko, similar to Artemis, called XANA. XANA is sort of the darker side of Lyoko. He can use the towers you guys saw to influence things in real life. And by looking through the textbook while you two were inside, things don't look so good."

"What do you mean?"

"Cell phone towers, government computers, satellites; XANA can control pretty much anything he feels the need to control, just by activating a tower on Lyoko."

"So we shut it down," Dylan said.

"I wish we could. Shutting down XANA would mean shutting down Lyoko. There's so much we can do with Lyoko – so much potential. No… we can't end this yet. We can counterattack. Artemis can deactivate any tower that XANA's activated, super easily. Your job is to escort her there. There will be monsters, virtualized by XANA to try to stop her, now that I've figured out the virtualization code. He's like a parasite, feeding off of the information I learn and using it against us."

"So, what you're saying is, you've recruited us to fight a virtual supercomputer inside of a virtual world, to save the real one?" Jessie asked. Tyler paused.

"In a nutshell, yes."

"I'm all for it," Dylan replied.

"Me too," Jessie agreed.

"Alright then! But I think we need a few others."

"How about Stephen?" Dylan asked. "He's competent."

"I was thinking Stephen, yeah," I replied. "So Stephen's one. I think we need another. Four is a nice even number."

"What about counting Artemis?"

"I think we need four guardians. That way, if things go awry here, we can have two in and two out."

"That is a good idea," Jessie nodded. "We could ask Star. It would be best if she wasn't worried about where you were running off to all the time."

"That's a good point too. Alright, so we tell Stephen and Star. And tomorrow, all five of us come back to the factory for serious training. I want to see their powers too."

"Alright!" Jessie and Dylan went to the elevator.

"You two go on up, I'll meet you guys up there in a second." They nodded, hitting the button and the elevator doors closed. "So, Artemis."

"_So __you __really __think y__ou __can __find a __code __to __materialize __me __in __the __real __world?_"

"That I'm nearly positive about. There's really only one issue."

"_And w__hat __is __that?_"

"These messages I keep getting on my computer. They're broken and messed up, but there's a code cracker on the supercomputer that I used to decypher the messages."

"_And?_"

"They repeat. 'Help us. Help us. Help us.'."

_Much shorter than Part One. This is, of course, the conclusion of the Introductory chapter, though I honestly think that the first real chapter should be incorporated into the introduction. So don't stop reading until you've read the next one as well._


	3. First Strike

**First Strike**

Tyler yawned, flicking a coin across the table to his other hand and then back.

"…and this is, of course, the way radio waves work," Mrs. Hundley explained. "Radio waves are, as you probably know, what carry cell phone signals, television signals, and radio signals." Stephen raised his hand. "Yes, Stephen."

"What's a RADIO?" The whole class burst into uproarious laughter as the teacher shook her head.

"Honestly, I don't know if I have a class of kids or clowns." Suddenly, a phone rang. Not one phone, but every phone in the classroom. Every kid in the class felt their eyes get wide as they groped at their pocket, attempting to silence their phones. "What on earth is going on?" The teacher said. "You all know the rules against cell phones! Each one of you come up here and give me your phones. Now. If you don't, I'll pat you down and see if you do have one."

The class groaned and trudged to the front, each one handing her their cell phone.

"What the hell happened?" Stephen groaned. Tyler looked over to see Jessie with a concerned look on her face.

"Think so?" Tyler muttered.

"Yeah," she nodded as she put her phone into the bin, the new picture mail on her phone open, showing the world the symbol she'd received – a bull's-eye with four prongs. "XANA."

* * *

><p>"So what should we do?" Tyler asked as the three sat at their table at lunch. "I mean, we can try to go and deactivate the tower now, but it doesn't seem like there's any real harm being done."<p>

"And it's a little early to be booking out of school," Dylan added.

"I guess we'll just have to wait it out," Jessie replied. "And we'll definitely need to return to the past so we can get our phones back."

"Yeah, that's true." Tyler frowned for a moment. "I wonder if Artemis is alright."

"I'm sure she's fine," Jessie said, patting his arm.

"Who's fine?" Star said, sitting down as she and Stephen finished getting their food.

"Oh, just a friend. I think she might be in a bit of trouble."

"Yeah, so are we. Everyone's phone went off in class today."

"Same here."

"So it happened in EVERY class?"

"That's right."

"Why, though? That's so weird..." Tyler glanced at Dylan and Jessie.

"Dylan, Jessie, come with me for a second." They nodded and stood, walking out of earshot from the table. "Should we tell them?" They both frowned in thought.

"It WOULD be nice to have some extra hands on Lyoko, in case anything happens," Dylan said.

"Yeah, maybe we should," Jessie agreed.

"Alright. Let's do it." They went and sat back at the table. "So, there's something you guys need to know."

* * *

><p>"So, you're saying that every kid in the school had their phone go off because of an artificial intelligence called 'XANA'," Stephen started.<p>

"Yeah," Tyler replied.

"And that, if we don't go to that decrepit factory and go INTO a VIRTUAL WORLD, this XANA is going to do something far worse than just taking our phones?" Star asked.

"Probably," Dylan replied.

"AND we have to escort ANOTHER artificial intelligence across said virtual world to a tower, that she can deactivate, so that this XANA doesn't have a chance to take over the world."

"Yup!" Jessie said, smiling.

"This is crazy! Listen to yourselves!" Star yelled.

"I wouldn't believe it if I didn't go to Lyoko," Dylan replied. "It sounds so weird to say that. But we have to. You two have to help us." The two looked between each other and sighed.

"Are you really, honestly telling us the truth?" Star asked. "Like, this isn't some stupid prank?"

"Swear to it," Tyler said, holding out his hand.

"I trust him," Stephen said, placing his hand on Tyler's. Dylan and Jessie did the same. Star folded her arms before sighing exasperatedly.

"Oh fine." She put her hand on Jessie's and Tyler grinned. "Let's get this over with."

"First we have to get to the factory." They walked to the front of the building and opened to doors to see chaos – cars had crashed into each other and were sparking, people were ambling about like something out of a zombie movie, and there was a loud noise like static from a radio emitting from every available speaker.

"Oh god…" Jessie muttered.

"XANA's already started his big attack. Radio waves. He's using radio waves to mess everything up. We have to get to the factory, though. But… how?"

"Well," Dylan offered, "there is one way we could get there. But we have to get to the street."

"I have an idea," Stephen grinned.

* * *

><p>"And this disc reflects radio waves, right Mrs. Hundley?" Stephen asked, holding the dish above his head.<p>

"Yes," she replied, "but I don't understand-"

"Thanks! We'll bring it back!" Tyler said, hoisting it off with him. The disc was roughly the size of an umbrella.

"Think we can fit all five of us under this?" Stephen asked.

"No idea. I also have no idea if this will block really STRONG radio waves. But we can hope." Stephen nodded as they got down into the lobby where a bunch of students were gasping and crying as the chaos worsened outside.

"You're back, and what the hell is that?" Dylan asked.

"This is a radio wave deflector! The purpose, I think, is a little obvious." They nodded. "Think we can all fit under it?"

"Effectively? Not really," Jessie replied. "But we can try to at least get to the street. What's the plan, Dylan?"

"We make like rats," he grinned. "I saw a manhole inside the factory as we were leaving. Meaning we could enter through the sewers."

"That's… brilliant!" Tyler grinned. "Like, really brilliant. Alright. I say we go for it. Everyone huddle up, Dylan in the middle so he can get the manhole off. Ready?" They nodded as they got into formation.

"One… two… three!" They burst through the door, much to the dismay of their fellow classmates, sprinting for the street. "We can make it!" Tyler began to feel a heavy weight over his body and his mind began to fuzz. "We have… to hurry!" The others were obviously feeling the effect too. They began to slow as they reached the street, Dylan the least affected at the center. He knelt down to pry at the manhole.

"Car," Stephen mumbled. "Car. CAR!" We looked to see a car barrelling down the street at us with no signs of stopping.

"Dylan, hurry!"

"I'm trying!" He wiped his forehead and pulled hard, yanking it loose. "In, everyone!" We all clambered down into the manhole just in time – the radio reflector dish was completely crushed.

"And now we're in the sewer," Tyler said, looking around. "Any idea which way to go?"

"No clue. No phones for flashlights or GPS. And besides, even if we had our phone, XANA has full control over the phone towers nearby. We'll have to make do with what we have."

"Right. C'mon." The five began to trudge through the sewage, groaning as they did. After a while, they paused at another manhole.

"Anyone want to check where we are?" Tyler asked. Jessie peeked up and groaned.

"Real bad radio waves here," she replied.

"Just poke your head up for a second." She took a deep breath and did as he suggested, falling back down quickly, gasping for breath.

"Few blocks… to the north…"

"Alright, alright, come here." He helped her down, wrapping her arm around his shoulders as they helped her along. "C'mon, guys. Dylan, can you see anything?"

"I think we're about here," he replied. "This manhole looks like it leads right up into the factory."

"Well we ought to check before we all run up there willy nilly and get our heads screwed up." Dylan lightly poked his head up.

"Yeah, it's clear!" he called down. Tyler hoisted Jessie up to Dylan and then the rest of them got up.

"This is getting bad," Dylan said, looking out of the broken factory windows at the chaos outside. "We need to end it, fast."

"Right. C'mon, you guys. You four go down to the scanners. I'm going to the control room." They got into the elevator, hitting B18. The elevator dropped quickly, opening up to let Tyler out in the control room. Stephen and Star gawked but he waved them off.

"Get down to the scanners. I can try to help Jessie and you three can be off to Lyoko to end this." The doors closed and he opened four scanners, starting up the initial virtualization procedure for Star and Stephen. As soon as he recognized their bio-signatures, he scanned them in.

"I'm only going to be transferring the three of you," he explained into the headset. "I'll see if I can't work on clearing Jessie's head before she joins you. Looks like you'll be headed somewhere new – the Desert Sector. Ready?" He grinned, typing quickly. "Transfer, Dylan. Transfer, Star. Transfer, Stephen. Scanner, Dylan. Scanner, Star. Scanner, Stephen. Virtualization."

* * *

><p>The three materialized into a large, sandy plain and fell to their knees. Dylan stood and made a noise.<p>

"You lucky bastards. I had to start in the forest, where it hurt when I fell. You guys got sand."

"_That__'__s __enough __chit-chat, __you __three_," Tyler said. "_Artemis __is __on __her __way. __You __have __about __three __minutes __to __get __acquainted __with __the __new __forms._"

"What the hell am I?" Stephen laughed, looking down at his body. He was a scaly green and brown-striped lizard with a tail and a large black newt emblazoned on his chest. "And what are YOU?" Star now had a midnight blue skin-tight outfit with white and yellow dots speckling it like stars. She had a star and moon crest on the front of her chest, as well as on a chain that hung across her forehead. She had two large, bulky bracelets: one bearing a star, and one the moon.

"I have no idea. Why does Dylan get the cool outfit?" she pouted.

"Stephen has a sword," Dylan pointed out, prompting Stephen to pull it out and wave it around. "But what weapon does Star have?"

"Yeah, Tyler, what's my weapon?"

"_What? __Oh, __it__'__s __your __wrist __bracelet. __The __one __with __the __star. __You __raise __your __hand __and __say__ '__Shooting __Star__' __and __it __activates __a __projectile. __It__'__s __pretty __powerful, __so __it __takes __about __a __minute __or __two __to __cooldown._"

"Okay," she said, rubbing the sleek yellow bracelet of the star.

"Is that Artemis?" Stephen said, shielding his eyes from the sun as he stared into the distance.

"_Already? __No, __Artemis __is __quite __a __ways __off. __Why __do __you __ask-? O__h. __Oh __no._"

"Tyler? What is it?" Dylan asked slowly.

"_Some __kind __of__… __enemy. __Virtualized __by __XANA. __You __guys __have __weapons, __though, __and __you __know __how __to __use __them. __Star, __Stephen, __I__'__m __working __on __figuring __out __your __powers __and __reprogramming __them __so __they __work. __They__'__re __all __buggy. __You__'__ll __have __to __give __me __a bi__t._"

"It's alright," Stephen grinned, pulling out his sword. "I've got this."

"Aww, they look cute!" Star said as the creatures approached. It was block-shaped and tan with a gray circle on the front, bearing the symbol that was recurring of Lyoko. It had four spindly, spider-esque legs on its bottom, which it used to quickly traverse the sandy terrain. As it got close to Star the "eye" began to glow red and it fired a laser round into her shoulder. "Agh! Son of a bitch!"

"Stephen, get back!" Dylan demanded. "Star and I have ranged weapons – you're no good so far away!" Stephen hesitated but nodded, stepping back and letting Star take his place.

"Stupid piece of – SHOOTING STAR!" she yelled, a focused burst of yellow energy soaring across the open air and connecting with one. The block spun on its legs for a moment before exploding, the pieces devirtualizing and disappearing. "Well that's one…"

Dylan took his rifle down and began firing into the eye of the second. The thing tried to stand its ground but the recoil from the energy bullets blew it onto its back where it flailed around for a while before Stephen calmly walked up and stabbed it in its eye. It exploded, disappearing like the other.

"Two dead blocks," Stephen reported.

"_Good. __NOW __Artemis __is __about t__here._" The short-haired girl smiled and waved at the trio as she approached.

"So you're Artemis," Stephen said, sticking out his hand. She stared at it for a moment then nodded.

"Yes. We need to get to the tower." Stephen awkwardly took his hand back.

"Uh, yeah. Right. Let's go."

* * *

><p>"Alright, c'mon Jessie," Tyler said as he typed furiously at the keyboard. "Scan, Jessie. Full diagnostic. Looks like… there are some issues with her brain waves. She's not functioning right. If it weren't for the radio waves making it all screwy…" He paused. "Radio waves, radio waves… What if…? That'd be risky. Real risky." He paused again before typing away, trying to isolate the correct brain wave.<p>

"Okay… Okay, I think I singled it out. Now… if I were to just… send a copy of XANA's radio wave, in reverse… would that work?" He crossed his fingers, typing away at the console. There was a moment's pause before the scan zoomed in on her brain, where he'd sent the signal. It blinked red for a few moments before turning a calm green. He sighed in relief, clicking the scanner intercom button. "Jessie? Jessie, are you okay?"

"_Unh_…" came the weak reply.

"At least she's awake. Alright, guys, it's a no-go for Jessie today. But you four go on and deactivate the tower."

* * *

><p>"Roger that," Dylan replied. "We're getting close anyway. Artemis said you'd fix this? All the damage outside?"<p>

"_Yeah. __A __return __to __the __past __should __be __able __to __reverse __pretty __much __any __of __the __chaos __done._"

"Return what?"

"_You__'__ll __see. __Just __deactivate __the __tower_."

"Right away," Artemis said, entering the tower and walking onto the circular platform. It glowed blue at her presence. She floated up the inside to a second, smaller platform with a console on it. She placed her hand against it and it recognized her.

"_RECOGNIZED: __Artemis. __INPUT __CODE:_" She typed, "LYOKO".

"Tower deactivated." The tower began to grow dim and she descended, leaving it and stood next to the other three.

Outside, Tyler hit enter to activate the program.

"Return to the past, now." There was a white light that began in the tower and eventually engulfed the sector, then Lyoko, then the outside world.

* * *

><p>"…and this is, of course, the way radio waves work," Mrs. Hundley explained. "Radio waves are, as you know, what carry cell phone signals, telephone signals, and radio signals." Stephen raised his hand. "Yes, Stephen."<p>

"What about the brain? Can radio waves effect that?"

"Excellent question. Yes, the brain also runs on different types of waves, though very similar to radio waves. So, in theory, radio waves could be used to interfere with, even CONTROL the brain."

"Feeling any better?" Tyler whispered to Jessie.

"Yeah, much better now," she smiled. "Let's go check on the others.

* * *

><p>"How was the trip to Lyoko?" Tyler asked, hugging Star.<p>

"Horrifying and painful. But… fun," she replied.

"So here we are," Tyler grinned. "The Guardians of Lyoko."

"Guardians of Lyoko… I like it," Dylan smiled.

"It IS a good name," Stephen agreed.

"To defend the world from XANA," Tyler said, putting his hand in. The other put their hands in too. "For Lyoko!"

"For Lyoko!"

_And this is the end, I think, of the full introduction. I made it its own chapter as it was the first big attack from XANA. And trust me. They get worse._

_Check back on Halloween to see just how MUCH worse..._


	4. Fear Itself

_Sorry it's a little late. Here's the Halloween chapter!_

**Fear Itself**

"I don't know what I'm going to go as!" Star huffed.

"I'm going as a Weeping Angel from Doctor Who," Tyler said, covering his face like the statues from the British television show.

"I think I'm going to look like my Lyoko self," Jessie commented as she waved her hand through the diagram. "You know, black cat suit. Minus the claws and screaming, of course."

"_What are you all talking about? Where are you going?_" Artemis asked.

"It's a holiday called Halloween," Dylan explained. "People dress up in costumes and go to different houses. The people inside give them candy for dressing up."

"_Why?_"

"It's a holiday where you get free candy," Tyler grinned. "We don't ask questions."

"I'm not going trick-or-treating this year," Stephen said. "My mom's coming home from Afghanistan for a few days."

"My girlfriend wants to hang out," Dylan added, "so I won't be going either."

"So just us three, then?" Tyler asked and the two girls nodded.

"If I can find something to go as!" Star groaned.

"We'll find something for you," Jessie smiled.

"It's getting late," Stephen noted. "We should head home."

"Alright. Artemis, we'll see you later."

"_Okay, bye everyone!"_ They took the elevator up and Dylan's stomach groaned loudly.

"Whoa," Tyler grinned. "I should go as your stomach if I wanted to scare people."

"I'm super hungry, I haven't eaten since noon," he replied. Tyler checked his watch. It was only about 9 – his curfew on most nights was about midnight.

"Hey, let's all get something to eat, on me," Tyler grinned. "We can do this, like, every time we come to Lyoko, each of us takes a turn paying."

"Alright," they grinned. They all piled into Tyler's car and he cruised along the deserted road.

* * *

><p>"There's a diner!" Star said. They'd only gone about a block from the factory. Tyler nodded, pulling into the near-empty parking lot. There were only two other cars, and the place inside looked dead.<p>

They opened the door and a bell chimed lightly.

"Look at this," a woman with a strong Southern accent and big, poofy red hair said, approaching them with a smile. "Hey, Rico! We got customers!" She smiled back at them. "Hey there, hunnies, my name's Darla. Is there anything I can get y'all to start?"

"I'll take a Coke," Tyler said.

"Water, please," Star said.

"Do you have lemonade?" Stephen asked.

"Yes we do, hunnie," Darla said.

"Then I'll take that."

"Mountain Dew for me," Dylan replied.

"And I'll have Doctor Pepper," Jessie finished.

"Alright, that's a Coke, a water, a lemonade, a Mountain Dew and a Doctor Pepper. I'll be right back to take your order."

"Thanks," Tyler responded, turning back to the group. "Alright, is anyone getting a super creepy vibe off this place?"

"Yeah," Stephen replied with a frown. "It's just so…"

"Dead?" Jessie said with a malicious grin.

"Right."

"Here y'all are," Darla said, handing them their drinks.

"So, Darla," Tyler started, "why is this place so deserted?"

"Well, we have customers on occasion, but every year 'round Halloween, people stop coming. Probably due to the story about that abandoned factory over there." The group froze.

"Story about the factory?" Star asked.

"Legend has it, about 30 or so years ago, they did some crazy experiments in it and all the people were killed. No one ever found their bodies."

"If no one found the bodies, how do you know they were dead?" Stephen grinned.

"The blood. And the screams." His smile fell.

"Oh."

"But that's all just ghost stories, right? What are y'all gonna order?"

* * *

><p>The sound of the scanners charging up rang out in the dark before all five opened. From one came a tall figure in a black suit with spindly, strangely long limbs and a faceless, hairless head. From the next was an angel statue, hands covering its eyes as though it had been crying. The third was a rotting, shambling corpse. The next one had what appeared to be a smoky, human-shaped figure. And the last one had what appeared to just be air, but a low, guttural growl was emitted. They stepped out of the scanners before heading for the elevator.<p>

* * *

><p>"Those buiscuts and gravy were to die for!" Jessie grinned.<p>

"Next time try the bacon, egg, and cheese bagel," Dylan replied. Tyler drove in silence.

"Tyler?" Star asked. "What's wrong?"

"Hm? Oh, nothing." He paused. "The factory. I want to know more about Darla's story."

"We'll go back tomorrow and ask."

"Tomorrow's Halloween," Jessie replied.

"Oh, you're right. Damn!"

"Maybe another time. I'm sure it's noth-"

"STOP!" Dylan yelled. Tyler, in panic, slammed on the brakes, everyone jerking forward. Dylan yanked the door open, running down the street towards a streetlight.

"Dylan!" Tyler called. "What the hell!"

"I saw... something!" he called back.

"What kind of something? Get back in the car!" Dylan paused, then nodded, returning to the car.

"God, Dylan, you're shaking like a leaf!" Stephen noted.

"I'm fine. Really."

"Dylan," Tyler said, putting the car in park, "we aren't leaving until you tell us what just happened. What did you see?" He opened his mouth to speak, then closed it, frowning.

"I... saw Slenderman." Star's eyes got wide and Tyler ran a hand through his hair as he let out a loud breath.

"What's Slenderman?" Stephen asked. "Is it bad?"

"He's like an internet urban legend," Tyler replied, pinching the bridge of his nose. "Think it was really him?"

"No idea," Dylan replied. "But I did SEE it. Long arms, long legs, no face, black suit, red tie. Definitely him."

"No FACE?" Jessie asked.

"Just blank," Star shuddered.

"It's probably a trick," Tyler replied. "Halloween's tomorrow. Maybe it was a costume or something."

"Yeah... yeah, you're probably right." There was a long silence before Tyler put the car back into drive and started heading home.

"Well, hey, at least we're in the mood for Halloween..."

* * *

><p>A rumble of thunder roused Tyler from sleep. He glanced at the clock and groaned, frustrated at having been woken at 2 in the morning. He got up and walked to his kitchen, pouring a glass of water. Suddenly, there was a flash of lightening and Tyler saw something in the living room. He froze, unmoving and watching the spot.<p>

"What...?" he muttered. Another flash of light lit the room and he saw the figure of a stone angel, standing and covering its eyes.

"Oh, shit!" he whispered, dropping the glass. When the flash of light had gone, the room was dark and he couldn't see if the angel had gone. Another flash and the angel came into full view again, hands moved down and face turned, stone white eyes staring into his.

"Oh god. Oh god, oh god, oh god." His phone buzzed in his pocket and he cried out, grasping at it, trying not to look away from the living room as he pulled it out and hit talk.

"H-hello?"

"_Tyler,_" Artemis said, "_I think something's wrong._"

* * *

><p>"Thank you," Star said, face soaked with tears. "God, it was horrible..." She climbed into the car, Jessie and Stephen already inside, incredibly shaken. "It was the demon from Paranormal Activity..."<p>

"Zombies for me," Stephen replied.

"Weeping angels," Tyler added. "Jessie had it worst, though."

"It was a shape-shifter," she whispered. "It turned into people I love and killing themselves..." Star paled and Jessie looked up at Tyler. "I saw you die..." Tyler swallowed and he put the car in drive.

"We need to get Dylan before we do anything else," Tyler replied. "He has to deal with Slenderman. I understand Jessie's was worse, but the psychological torture that Slenderman does..." He shuddered. "I've tried calling him, but his phone must be off."

"Or the line was cut," Star suggested. The car was silent.

"Who's going in with me?" Tyler said as he pulled up to Dylan's house.

"I'll go," Stephen said. "The other two are too shaken up to go out there." Tyler nodded and they stepped out of the car. Looking over at the house, the lights were off. At the side of the building, Slenderman stared into his house, then pause, slowly turning to the two that had just gotten out of the car.

"Uh. Fuck. Get inside," Tyler instructed. The two were frozen, however.

"Go!" Star yelled from the car and the two broke their stupor, sprinting towards the front door and yanking. Locked.

"Break it down!" Tyler said. "One, two, three!" They slammed into it and broke the lock from the old wooden frame, barreling in and slamming into a wall. Tyler slammed his head into a mirror as he ran in.

"Agh!" he cried, holding his head.

"Are you okay?" Stephen asked, checking Tyler's bleeding head.

"I'll hold off Slenderman," Tyler replied. "You just go find Dylan." Stephen nodded, darting off into the house as Tyler took the mirror down, seeing the Weeping Angel and Slenderman in its reflection.

"Alright," he growled, "let's do this." He spun, lashing out with the mirror and hitting Slenderman in the head. It made a noise of discomfort, stumbling back. The Angel had moved slightly when Tyler had looked away, hands out in a grabbing motion. Tyler set the mirror in its hands so it was viewing its own face.

"Don't blink," Tyler said.

"NO! LET ME GO!" Dylan screamed as Stephen dragged him out. His sleeves were ripped, arms covered in ink; lots of words and a recurring symbol of a crossed out circle. "STOP IT!"

"Get him to the car," Tyler said, going to the edge of Dylan's lawn where a sign for a politician advertised "Life Without Bowman Is Just Scary" with a pumpkin on the front, for Halloween. He yanked it from the ground and turned to see Slenderman striding towards him with an awkward, slightly limping gait. "Alright, you bastard! Take THIS!" He slammed the two metal prongs into its head and chest, causing it to scream as he sprinted towards the car. He dove in, slamming the car into drive.

Jessie and Stephen were working to restrain the struggling Dylan, and Star sobbed hysterically in the front seat. Tyler somberly slammed the gas, heading for the factory.

* * *

><p>"Hey, Dylan, are you alright?" Tyler asked, holding his shoulders.<p>

"I... I don't know..."

"Hey, Dylan, it's okay. Slenderman wasn't even real. It was one of XANA's tricks. You and Jessie are going to Lyoko and Stephen and Star are staying here. Can you do that?" Dylan nodded with a far off gaze. "Good. Jess, take him to the scanners." The elevator dropped as Star and Stephen stood behind Tyler, who was typing away. "Transfer, Dylan. Transfer, Jessie. Scanner, Dylan. Scanner, Jessie. Virtualization."

* * *

><p>The two dropped onto an icy, glacier-esque island, getting to their feet.<p>

"Are you okay, Dylan?"

"Surprisingly... It seems every time I'm here, I feel..."

"Clearer?" He looked at her and nodded.

"Yeah. It's something about Lyoko."

"_Enough talk. You guys need to go north. You'll intercept Artemis at the pass on her way to the tower,_" Tyler instructed. They nodded, sprinting forward.

"You didn't see any of XANA's monsters before today, did you?" Dylan asked as they ran. Jessie shook her head. "Here's a crash course!" In front of them, three creatures hovered through the air. They had pointed faces and pointed stingers, quickly beating wings on the back of their curved, C-shaped bodies.

"They look like hornets," Jessie said, crouching.

"I like that," Dylan smiled. "Hey, Tyler, we've got three Hornets down here!"

"_I see 'em. If they're flying, you guys might want to try Burst Flash. It might send them to the ground._"

"Good idea. Jessie, cover your eyes." She covered her face as he glared down the three incoming creatures. "BURST FLASH!" The bright flash blinded the Hornets as they stumbled through the air for a moment before plummeting to the ground, one falling into the water around the ice and bursting into a large pillar of light. "That was weird. Tyler, what was that?"

"_Dematerialized into the Digital Sea. Don't touch that. Hypothetically, there's a chance it will devirtualize you._"

"What's the other chances?"

"_Your digital code will be decrypted and you'll be lost forever, codes floating in the Digital Sea._"

"Oh. Well then." At that moment, the Hornets began to shake off their dizziness, starting to attempt to fly again. Jessie rushed forward, grabbing one with her claws and pulling it to the ground, ripping and tearing as it exploded. Dylan ran forward, pulling out his pistol. The remaining one shot Jessie, knocking her back.

"_Watch out, Jess, that was 20 Life Points._" Dylan shot the last one twice, one missing and one hitting it dead on in the eye, destroying it. "_Good job guys- Uh oh. Uh, you guys are on your own for a bit. We have an issue. Deactivate the tower ASAP. Over and out._" Dylan went up to Jessie and helped her up.

"Looks like they have some problems of their own," Dylan said. They looked forward along the stretch of ice to see Artemis waving at them. "C'mon."

* * *

><p>They were all there – all five of the monsters exited the elevator.<p>

"Look at Slenderman!" Star said. As it took a step forward, it paused and seem to skip, like a broken video.

"He's damaged," Tyler nodded. "They can be beaten. But it's going to be tough. Whatever we do, we can't let them get to the terminal."

"Right!" Stephen and Tyler got into fist-fighting position. Suddenly, Tyler felt something grab his hand.

"What the-?" he was cut off as the demon threw him back. He slammed into the wall, groaning as he blacked out.

* * *

><p>"Almost there," Artemis said. "What...?"<p>

"What is it?" Dylan asked. "Whoa." A shadowy, black-robed figure stood outside the tower. It turned, its face shrouded in darkness. The only exception was where its right eye would be under the hood, a glowing red Eye of XANA glared back. It saw them and walked into the tower swiftly. Artemis ran up to it.

"Wait," Dylan frowned. "Are you sure its safe?"

"I don't know. But only I can enter Data Towers. If that thing was one of XANA's, it shouldn't have been able to enter. I need to see what it was." Dylan nodded hesitantly as Artemis entered the tower. She stepped forward, each ring of the Lyoko symbol lighting up at her touch. As she came to the center, it drew her up into the upper tier of the tower. It was empty.

"As I expected," she frowned, approaching the console.

_"RECOGNIZED__: Artemis. INPUT CODE:"_ She typed, LYOKO.

"Tower deactivated." Around her, the data displays began to go dim, as did the tower itself. "Tyler?"

"_He's out cold,_" came Stephen's voice. "_Those things are all gone, though. Just disappeared._"

"Do exactly as I say. Find the window labeled RTTP."

"_RTTP? Uh, okay, found it. Opened it up, but its just a bunch of really weird code._"

"Just hit enter."

"_Enter? Alright._"

"Return to the past, now," Artemis said as the white light began to swallow up the tower, the sector, Lyoko, the supercomputer, and then the outside world.

* * *

><p>"Trick or treat!" Tyler grinned, handing the kid their candy. "Thanks, mister!"<p>

"Don't mention it," he smiled as they ran off. He leaned against the doorframe and grinned as a kid in what looked like a trash can with a plunger on the front came up.

"Exterminate!" the kid said. Tyler laughed.

"A bit of candy for the Dalek, of course," he grinned.

"Hey!" The kid poked his head out of the top, wearing it like a hat. "You're the Doctor!"

"That I am. You have a good Halloween, kid."

"You too!" The kid ran off. He grinned as a girl around his age came up in a police uniform.

"Ah, Amelia Pond," Tyler said, smiling. "Enjoying Halloween, Star?"

"I am. The others wanted to head to the diner at about 11. Can we meet here?"

"Yeah, of course. I'll be here."

"Alright." She pecked him on the cheek. "You're not a Weeping Angel."

"Can you guess why?" he smiled and arched an eyebrow.

* * *

><p>"Same as yesterday, Darla," Tyler said. Darla nodded, dressed as a witch, tall conical hat a big, fake wart. "Oh, and Darla?"<p>

"Hm?"

"Since it's Halloween, could you tell us the rest of that story about the factory?"

"Of course, sweetie-pie, let me just give your orders real fast." She rushed back and handed the order to Rico and then hurried back to their booth excitedly, placing her palms down on the table. "Okay. So. Back about 30 years ago, the factory was used by the government for experiments. It was as secret and fortified as Area 51, some say."

"Really?" Dylan asked, his intrigue piqued.

"Yup. Snipers, guard dogs, all that. But, one day, after about 6 months, the poeple stopped leaving. The factory saw no one enter or exit. A few months after THAT... well..." She looked around. "People heard screams. Cries for help. Some tried to enter, but the doors wouldn't budge. Cops showed up, found a bunch of blood. Things written on the walls."

"Things?"

"Mostly gibberish. Some weird bull's-eye symbol and the letters 'X-A-N-A'." The group stopped and looked at each other. "But yeah. Over 80 people, gone, without a trace."

"Weird..." Tyler said, looking between the others. "What year?"

"About 1969, I think?"

"Thanks, Darla."

"No problem, honey."

* * *

><p>Tyler sighed and laid on his bed after a long and tiring Halloween. He turned on his computer and found he had a new email. The sender was private.<p>

"What's this...?" He opened it to find a simple string of code, an IP address, login information, and a simple message.

"_HELP US_"


End file.
